Pennytron
by battlefield4us
Summary: Warning: Contains major spoilers. Ruby is taken to a new Planet but she and her friends have to fight against Penny and her ally Ultron. As the world collapses, the red reaper must face the horrors of her actions in the hopes to save humanity and her friend. Takes place after AOU and Volume 3. Reviews and complaints are appreciated. Discontinued, being remade.
1. Chapter 1

**Disclaimer: RWBY belongs to Rooster Teeth and the late Monty Oum, and the Avengers and the MCU belongs to Marvel. All references towards other** **franchises belongs to their respectful owners. Also, be warned for heavy spoilers.**

* * *

 **Chapter 1**

What can a simple walk in the woods do? It can clear someone's head, give a person time to think for a few minutes, or it can be a hobby that allows someone to look at the beauty of the world, but not for her.

The once innocent girl was walking away from the comforts of her home and giving herself time to rest. The unfortunate fact was that she was unable to forget everything that happened. After all, who could blame her? It had been only three days since Beacon Academy and Vale had fallen. Everything she had loved had either been burned under the ashes or run away in silence, afraid to even stand up against the darkness that had consumed their home.

Ever since the Vytal Tournament had begun, its promises of a fun and epic battle for all four kingdoms had been nothing but words that advertised something everyone should have known about. The real horrors began there.

Her sister's right arm had been cut off, the school attacked by both the White Fang and Grimm, the Atlesian Knights and Paladins hijacked, and Penny and Pyrrha both killed.

This wasn't something she could simply get past. She lost so much and so little remained for her. 'Why did this happen?' Her thoughts remained on that one sentence.

Ruby moved away from the path of dirt and onto the field of grass with the trees surrounding her. The young girl had nothing to do, but she felt as though this could be a good time to find something that would at least be good for her.

She stopped and sighed with a miserable tone, her hand reaching towards her pocket and pulling out a black dog tag. Her downcast eyes were on the symbol of the Ghosts, the paint was nearly scratched and right behind it was the words that called Ruby an Outcast.

Since the tournament started, she had forgotten about her previous two adventures on both planet Syndicate, and Earth, the reaper was described as a legend and was being criticised as either a savior of worlds or the apocalypse in the form of a fifteen year old girl.

The fingers came together and concealed the dog tag, her warm breath touched the hand and she moved it to her chest as she began to think about everything she had done. If everything was going well without her being involved on Earth then that was a good thing, but society might still hate her and Weiss for the incidents they've caused.

Slipping her dog tag back in its pocket, the other began to vibrate so she took out the scroll and saw Yang's caller ID. After pressing the accept button, she brought it to her ear. "Yang?"

"Hey Ruby," The voice of her older sister sounded sorrow. "Are you doing okay?"

"Y-Yeah...I'm just...I'm just a little cold."

"You know, if I were you I'd stay inside the house and wait for some warm tea."

"Tea would actually sound nice right about now, but...maybe later…" The young girl's depressed tone was noticeable but it wasn't as if she was trying to hide it.

"Ruby...you're not still thinking about what happened, right?"

"Well, to tell you the truth, who wouldn't?"

"I know how you feel Ruby, it's hard to not remember all those horrible things you saw." Yang said, "I don't even know how to lighten the mood anymore."

"It's okay, I'm going back in about a few minutes but right now you should rest."

"Sure, If I fall asleep and start dreaming about something good, I'll be telling you all about it."

"Okay…" Ruby said her goodbyes and placed her Scroll back in its pocket, then she kept walking. She sighed and her breath was visible in the wind, showing the sign of the cold winter approaching to cover the world in snow.

While walking a little more, she suddenly noticed something in the far distance. Curiosity peaked her mind and she wandered towards it and noticed that it was a movable door. It was connected to a large hill of black rocks, perfectly invisible on the other side.

She took another step forward and moved her hand to touch the material made from the door, but it automatically opened up, allowing the girl passage into the base. She peered her head into it just before walking in the darkness.

The place suddenly started to brighten up as soon as the door closed behind the wanderer.

All the base led to was just one large room, with only circular walls surrounding something in the center. Ruby saw the silver object that was stuck on the Earth, its coat of metal shining by the light above it. The circular device also had three metal wires connected to the floor, she wasn't sure how it was doing it.

She blinked and kept moving towards the cylinder object, her hand was moving slowly to the top and when her finger tapped it, nothing happened. Thinking that it wasn't dangerous, she decided to place her hand on it.

Suddenly, there was a blue glow coming out of the cylinder, causing Ruby to back up. The light had started to spread around the room, and it raised all the way to the ceiling. The young girl backed away but when she touched the light blocking the entrance/exit, she was pushed towards the object.

The reaper looked behind her and noticed that she was trapped in this forcefield. "Not again." She muttered to herself nervously, confident that this was going to lead her into another journey as the legendary Outcast. The cylinder began to spin around in a slow clockwise movement to activate the portal, presumably to planet Earth.

She tried to slam herself at the forcefield again but it swept her off her feet. She didn't give up and pulled out her Crescent Rose and fired, but the bullet had been halted by the powerful structure. The scythe was activated and she slammed it but it pushed her back again. She couldn't escape.

As the cylinder spun faster, the girl ran over to it and slammed her scythe down on it, but no damage was shown on its chrome design. Ruby hit it once more, then it pushed her back. She thought she'd hit the forcefield again, but she felt the hard concrete floor instead.

The girl got up and heard the sound of a bullet, her bullet, hitting the wall in the far distance. She got on her feet and slammed her hand down on the cylinder it to reactivate it. "No no no no..." This time, it did not work. "Come on! Get me back to Remnant!" She kept repeating this but no luck came out of it.

Ruby was now anxious and began to think, 'Just stay calm Ruby, you're fine...this will be just like the last two adventures you had...except you're alone this time.' She hit the device again just to make sure it would work, "Guess it's a good thing I didn't bring everyone into this."

"Alright, first thing you should do...fight some huge military corporation, or aliens, and then you can get home! Just like last time." Tucking her weapon back in its slot, she turned away and walked away from the weird device, her first concern was where she was.

The new room seemed to be a mix of steel and light blue decorations that spread all over the place, she walked towards it and noticed the bullet that had its sharp tip flattened out. Picking up the object, she took one good look at it before dropping it on the ground. "Where am I?"

The sound of sparks had startled her, it came from a hall near her exact position. She started to walk towards the source, with her hand slowly reaching for her weapon in case the reaper needed to engage in combat.

She stopped as she noticed a security camera moving sideways, and this made her use her semblance to avoid detection and move away from it. Knowing well enough that the camera might've picked up the roses on the floor, she hoped for the best and kept moving, surely there had to be an exit somewhere.

The sound had appeared again, so she stopped and tried to listen for its origin. A few seconds brought her nothing but a silent atmosphere so she continued to walk, still feeling a little cautious about this place. _What is this place?_

She was in a large room now with the stairs in the middle, leading to the lower part of the base, she considered not using it until it became necessary, but something told her that she needed to move there now.

"This is Bravo team, this entire floor is clear." A voice of a soldier had become audible, she was startled as that voice emerged out of nowhere so she took her chances and headed downstairs. Once she reached the lower floor, Ruby kept moving but slowed down as she saw another surveillance camera. She used her semblance again, although she wasn't sure that putting herself at risk was a good thing, she could've just as easily found an alternative route.

"Hey man, you ever wonder why we're here?" Two soldier were about to walk past her and she quickly began looking for a place to hide. She found a crate and moved behind it, and held her breath, her hand was touching her weapon just in case she needed to fight them.

"What do you mean man?" one replied, this time the voices were a lot closer. "You know man, like, what's our meaning in the universe?" The soldiers walked past Ruby's location. They both had similar armour and were equipped with what appeared to be Atlas Standard military weaponry and white armour, though one had orange shoulder platings while the other had red.

Ruby sighed in relief but didn't bother to question why Atlas was in another left the safety of the crate and started running from them when the noise returned. Noticing that it came from her left she headed towards that direction, but her path was blocked by just a simple door and a biometric hand scanner.

To test it out, she pressed her hand on it. It did its thing but it buzzed with a red light. _'Of course. I'll need an actual guard to help out.'_ Ruby looked at the way the two guards from earlier went and began walking down the hall hoping to catch up to them.

Taking out her weapon, she moved towards them and pointed the rifle at the two, "Put your hands where I can see them!" She ordered the two, causing them to turn around in a shocked manner.

"What the? How did you get in here!?" the one in red exclaimed.

"Doesn't matter, and don't even think about calling for backup. I'm going to need you two to cooperate. First, drop your weapons." Considering that this girl had a dangerous weapon much like the students at school, they slowly placed their rifles on the floor. "Now just start walking."

"Who are you?! Are you one of those-" The orange one said before Ruby pointed her weapon straight at his head.

"Look, I'm not here to answer questions, I just want you two to help me, so move!" She ordered them as threatening as she can be, so they were forced to follow her command. The three reached the door, "You, red one, open it up." The red soldier placed his hand on the scanner and it accepted.

The door opened up and Ruby gestured the two to walk in the giant room, then stepped right in to see what was in it for herself.

Inside, it appeared to be a workshop with multiple screens showing blueprints of some design. Whatever it was, Ruby could not tell.

"Uhhh I don't think we should be-" The orange one began before Ruby hit him in the back of the head with her scythe knocking him out, swiftly followed by the red one.

Proceeding to close the door behind her, making sure it was locked and that nobody could come in, she dragged the two soldiers and put them in a corner leaning against the wall.

"What is this place…" Ruby asked with an odd expression, analyzing the screens a bit more carefully. Each had a different section of what appeared to be some sort of robot or mechanism.

Letting curiosity get the better of her, she approached one of the screens and tapped it, causing it to float back a little.

"Hmmm..." She held her hand in front of it, realizing it was motion controlled. She looked at the blueprint which looked to be an arm. She moved it to her right and then began searching the workshop for the rest of the pieces.

She quickly started finding more and more pieces of the blueprint, but with every discovery she made, the more frightened she became. She was combining something she never thought she would see again, not after the Vytal festival.

The blueprints soon stopped moving by Ruby's command after she had gotten the majority of them in an area and began forming into one big projection. Thus presenting the young girl with one of the most shocking revelations she could have ever imagined.

Before her stood the blueprints to creating the P.E.N.N.Y Mk. II.

"W-What...they're rebuilding Penny?" The reaper backed up, trying to stay collected, but of course she couldn't. Her best friend was being rebuilt. _'Penny...you're coming back…'_ Her thoughts were stunned by those words.

She never found out what happened to the severed pieces of the android, although she wasn't sure if that's what she wanted to know exactly since it might make her frightened. If this was where she is now, being redesigned and everything, then she wanted to know why. Why was she here?

After looking over the projection, she tried to looked around to see where they were keeping her, and this cued the sound of sparks to show her the way yet again. The girl hesitantly moved past the hologram and headed towards it, only to then be blocked by the glass walls.

The walls showed that four feet below her was a large operating table that had several lab scientists working on something, they also had long mechanical arms from the ceiling to fix up the machine, which caused a few sparks to fly out in the open. Ruby looked at the table and saw the two legs that were being reattached to the body of the android. She already knew what they were fixing down below.

"Penny!" She pounded on the glass but no success came out of that, it only gave her a wince of pain. Watching the reconstruction of her friend was just making her anxious, she tried again but it didn't work.

Down below, the arms had just finished ironing out model's design and this time, made her invincible to her own strings so she wouldn't cut herself like in Remnant. The lab scientists were oblivious to the girl above them trying to get the glass window open, they were more focused on the android and the finishing touches.

"Rebooting sequence initiating." A computer voice announced to the group.

Ruby had decided to slam herself through the glass, despite the fact that she'll probably feel more pain, but as she rammed herself on it, that failed as well, "Ow!"

"Rebooting sequence complete." This cued one of the scientists to walk over to the android who still had her eyes open but it was taking a while for them to start glowing the light green color she was born with.

As they glowed, the android stayed still. She wasn't sure what to do or what was going on, she only exposed her blank expression.

"Hello Penny." One of the scientists greeted her back into the world of the living. "How have you been?"

Nothing came out of the robot, it just moved her eyes around to look at the man next to her.

"Hello? Can you hear me? Just nod your head." Penny stared, slowly moving her head upward and downward. "Good."

"Now, can you say your name?"

"My name...is Penny Polendina. It's a pleasure to meet you." She said this in a slow and fixed tone, completely concerned as to what was going on. "Where...am I?"

"You're in Atlas Delta base, we've rebuilt you...you're alive again."

"I am...alive, again?" The android repeated the sentence, still staring at the ceiling.

The scientist walked over to her body, "It's going to be a while before you figure things out...don't worry." He patted her shoulder, "Now, first things first, can you look at the wall in front of you?

Penny slowly stood up from her back and began to stare at the black and blue wall, noticing two doors and then saw three glass windows four feet above her, there was someone with a red cape pushing herself towards it and falling on the floor. Something about that girl felt familiar.

"Good, your movements are perfect. Now let us test your feelings, show me some happiness." The scientist looked at Penny but she was distracted, "Um, Penny?"

The android watched the girl as she looked around and then she saw the android who just gazed at her. She shouted at her, but the glass had made her voice mute. The hand waves she gave out were partially understandable at best. At first Penny wasn't sure who this person was, but she started to remember things, just bits and pieces of her memory flooding back.

This girl, the red hood and cape character, she knew who she truly was, she would occasionally hug her and call her the best friend anyone could have...the name, it came back to her. "R-Ruby?"

"Penny, please follow my instructions." The scientist was ignored as the girl started to stand and looked at the windows.

"Okay, here we go." Ruby had decided to finally resort to her weapon, at the risk of alerting the soldiers if they were around. The bullet broke through the glass and she jumped to the floor, then saw her friend and started running to her excitedly. "PENNY!"

Penny dropped off the table and reacted quickly, "RUBY!" She let the girl run into her arms and brought her into a tight hug. "You're here!"

"Penny I am so glad you're here, I missed you for a long time!" The red caped girl smiled and there was a small tear dripping from her eye.

The scientist, who had just watched the two for a few seconds had backed up and started to leave for the door at the other side of the room, knowing who this girl was and so did the others.

"Ruby...you don't need to cry, I'm okay." The android wiped off the tear with one hand, understanding why she was acting like this. "I'm sure Pyrrha didn't mean to hurt me."

"Y-Yeah, I'm sure she didn't…" Ruby tried to smile, but unfortunately it only brought her bad memories. "Anyway, I'm here to get you out, this place is not safe."

"What do you mean? The people here rebuilt me...I can see everyone again."

"Penny, look, when we get back to Remnant there's going to be a whole lot of things you might not understand. A lot's changed the past three days since you were gone."

"Okay Ruby" The two were interrupted by the sound of the alarm ringing from the speakers and the walls were now glowing the color of blood.

"Oh no, the soldiers." Ruby muttered, and grabbed her friend's hand, "Stay close to me, no matter what!" They both darted out of the room, the girl's fingers intertwined with the other.

The cameras were now pointed at the two as they moved through the hallways, hoping to find an exit and avoid any contact from the soldiers. They were unsure of which direction they should go and whether or not a guard was going to come by.

"Keep running, we'll be out of here soon enough!" They moved to the left but saw two guards quickly approaching them. They headed back but found a door near the end of the hallway, "Come on!" They pushed their way in and it locked behind them.

Ruby could hear the guards moving around to find them. "Good, we're safe." Penny watched as her friend sighed with relief, "Now to find the-" The young girl looked behind her android friend and saw a robot on the floor, its hand was moving forward, trying to reach for something. "H-help…" It spoke.

Penny was unfazed by this thing, only Ruby was a little unnerved. "Uh...Hello there?"

"Someone...Help me…" the damaged robot had a silver coating wrapped around him and its arm was heavily damaged, along with its head which had a crack right above its left red eye, and the chest was opened by something sharp.

Penny lowered herself and placed a hand on it.

"Penny, do you know what this is?" The reaper asked focusing on the broken robot.

"No. It doesn't seem to be from Remnant."

"Maybe it's from here, or some other world.." Ruby approached it with extreme caution, "Hey, where are you from?"

The robot turned its head slowly and said, "Earth…"

"Okay, good. Do you know where we are?"

"No…"

Penny looked at Ruby, concerned as to what she was saying, but it didn't seem like the best time to ask what she was meaning. "Ruby, we have to help this thing."

"Well, if you say so…" The android held out her hand for the broken android to grab. It took a second for it to look at her warm and heartful face before its hand touched hers. She told it, "Do not worry, you're going to be alright."

"Thank..you…" The machine kept staring at the girl but she quickly noticed that something was wrong with it. The red eyes had faded black and it became like a lifeless doll, it was nothing more than a broken robot.

Ruby backed up again, "Is it...deactivated?"

"I'm afraid so." Penny stood up and left the robot on the floor, not altering its position any longer. She looked at Ruby again and asked her, "How do we get out of here?"

Ruby looked around but the door was the only way to escape, and the guards might be waiting for them outside. "Stand back Penny, I'm going to try something." She stayed close to the door and pressed it open which allowed two guards to walk right into the room with their guns pointing around them and at Penny who just stayed where she was.

"This is Corporal Williams to Commander Greyhound, I've found M374 but there's no sign of the outcast, awaiting further-" a swing from the back of Crescent Rose knocked him out from behind, with another swing rendering the second unconscious as well.

"Okay, we're good!" Ruby gestured Penny to continue running for an exit. They went through another door to see that there was a group of Hoverbikes and the long tunnel before them was the ticket to the outside world.

The reaper walked towards one and started to press the ignition button, bringing the vehicle to life before her, "Hop on, we're almost through."

The android came by her side but then she tripped and fell on her face. Ruby had brought her back on her feet, "Are you okay?"

"Yes, I am alright." Penny told her, followed by a small hiccup.

"Um...yeah, right now let's get on the bike and get out of here!" The young girl had got on the seat along with her friend who was acting a little slow for some unexplained reason. "I hope I don't crash..." The vehicle lurched forward, surprising the pair with it's speed. Ruby began accelerating away from the base, racing through the tunnel.

The outcast sighed and wipe a bit of sweat off her forehead with relief, "Okay...we're safe for now." Already, her mind drifted to thinking about what the Atlas guys were intended to do with Penny. She considered whether they rebuilt her for a new purpose or to just complete her old mission, though it doesn't seem possible anymore considering what happened. If Ironwood were here, then that would make a little bit of sense, although that'd raise even more questions if he did know about this whole outcast catastrophe, especially the ones on Earth or Syndicate.

"Uhh Ruby, where exactly are we going?" Penny questioned her savior.

She answered honestly, "I...I don't know, but somewhere safe...for all I know I don't think this planet would appreciate having me around for long especially with my history."

"Your history, what are you talking about?"

"Wait you don't really know?" Ruby was flabbergasted. So that either means Atlas doesn't play as big of a role as she may have thought or something else could be involved. "Well...it's a long story, but I'll just give you the abridged version. Me and Weiss got sent to a different planet, had to team up with some military guys called Ghosts and fight some aliens and other bad guys. Then a few friends and I went to Earth to fight off against a military group who wanted to kill us because of some crime we didn't commit...and then we ended up-"

"Becoming legends and having the multiverse love or hate you for your actions considering the events in Gamindustri and the formation of the BODD." Penny had finished.

"Yeah, something like...wait…" Ruby took one look at her friend who was just as confused as she was, "How did you get all that and what is the BODD?"

"I don't know…I just figured it out just now."

Ruby focused her attention back at the road, "Right...maybe it's an upgrade that you've been given...but I'll ask about that later, for now just keep an eye out for any Atlas personnel behind us." She had to admit, piloting this vehicle was a little easy since it could hover and not function with two wheels.

The two had reached the end of the tunnel but unfortunately it was blocked by a large wall which signaled a dead end. Ruby got off the vehicle and walked towards it, "Oh no...there has to be some other way to escape."

As the troubled Ruby started to scan the wall, Penny had noticed the functionality of the tunnel's wall, "Wait Ruby." As the wall was being analyzed by her, she noticed a military biometric scanner and it became active.

"Access granted." The voice said, and the wall started to come up to reveal the exit.

"Well that's convenient." Ruby smiled and then headed back to the Hoverbike, "What the...it won't start again." She stated while pushing the throttle then went to the back and checked the battery icon, it was full but it glowed a red color instead of blue. "Okay…that's really weird. well I guess we should get going on foot."

Penny watched her and then she started to feel a little weird, her hand was fidgeting, but to make sure her friend didn't notice and she grabbed it with the other. "Okay, lead the way-" she started to get off but fell to one knee, and slightly grabbing her head.

"Penny?" The reaper went to her side, "Is there something wrong?"

"I'm okay." Another hiccup came out of her and she started to feel her fingers coming together to form a fist. "We should get moving."

"Are you sure you're alright...I think your movements are a bit off. Let me stand you up." Ruby started to get her friend on both of her feet, but as her robotic hand touched hers, she felt the vibration of it. "I think there's a sort of...glitch in your system."

"No, there is nothing wrong." The hiccup came back, "Really, I'm doing well." She looked at the floor and noticed that the lights around her leggings were changing into a different color, the same color of the robot from before, a bright red.

"Well, if you say so...if you want I can carry you all the way to a safer area." As Ruby said this, the android started to feel in a human sense 'lightheaded'. "Penny, stay with me...you're going to be alright."

"I...am?" Penny closed her eyes and tried to breath in and out, much like any human would do when trying to be collected.

Ruby looked back at the road they went through and there wasn't anybody following them for the moment. "Well at least we didn't leave behind a tail." She chuckled, "Alright, we should get-"

Before that sentence could be brought to a close, the android had grabbed Ruby's hand and sent a heavy punch to her face, bringing her down on the metal floor. "Ow...Penny what was that?" As she stood up, her friend had grabbed her and pinned her to the wall with only her arms. "W-What are you doing!?"

"Hehehehe." Penny chuckled, but her voice wasn't the same, instead it was more robotic and deep. "It's a shame really, this Penny seemed like a nice android. If I didn't have to do this, I'm sure she would have made a… what was it you called it? A huntress, right." She opened her eyes, which were now blood red instead of emerald green.

"Who or what are you?" Ruby tried to squirm off this person's grip, but it was nearly impossible.

The brainwashed android had noticed that from the other end of the tunnel, a dozen Atlas personnel were on their Hoverbikes and heading towards them. She gladly threw Ruby on the floor and got back on the vehicle which became active under her command and drove out of there.

"Penny wait!" Ruby shouted, then she started running after her as best as she could, worrying about her safety and about what had happened to her.

The android was driving through the dirt road that was between the walls of the base and she was close to getting out of there, but that was when an Atlas gunship appeared from behind and started to fire bullets. "Ahh memories." Avoiding most of them on the vehicle was very easy and the gunship had to stop in order for another part of the calvary to show up.

"This is Braun to Atlas Gunship, I'll take care of this!" From behind the wall, a human figure had flew upwards and then darted towards the rogue android who quickly stopped as a repulsor blast hit the road next to her.

"You gotta be kidding me!" She muttered as right before her, the man who had misted landed on his feet and point his hand was encased in an Iron Man suit, this one was black and the highlights were golden and the user was not Tony Stark.

"Penny Polendina stand down!" The armored man said, acting like this battle was already won, "I know you have just been reactivated and may be confused but-"

"I can't stay here." Penny told him. "I have things to do and you're not getting in my way!"

"Right...you have things to do...but first we have to get you back to the lab and see what's wrong with you."

"There is nothing wrong...It's just you wearing that armor that makes me feel angry." Penny told him with fury in her eyes.

"Yeah, well get used to seeing it. Now let's get you back to the lab." The iron man figured that shooting her leg would do the trick but when he tried to fire, it didn't work, "What the?"

The android chuckled and grabbed him, then the iron suit started to fly up and got close to the gunship where she landed on the cockpit and left him to fall on ground, creating a small crater on the ground. Penny cracked open the cockpit and pulled the pilot out of the seat and took over the controls.

"Penny!" Ruby had reached her friends position but then saw that she was now piloting a gunship and it was going to start flying away from the base. "Wait! Stop!" She noticed the Hoverbike and pressed the ignition button and this time it worked.

"Hang on, I'm coming for you!" She started to drive on as the aerial vehicle took off and left the base, with Ruby trying to catch up with no success.

Penny had kept her hands on the controls, feeling happy that she had been free from her long slumber, but this was not her, she wasn't like this at all. Her left hand moved on its own and grabbed her face as she started to let out a scream that was inaudible in the air.

Her eyes had changed back into the normal green color she had before, along with her control over her body, "What have I done? What have I done?" She asked herself in a shocked manner, She looked all over the controls and realized that they were being used on their own. "Get me out of here!"

Her right hand had grabbed her face and she used her other to stop it. There was something indeed wrong with her. "Penny, you know I have to do this!" The voice had returned and this time it was in her head, "I've been gone for too long and my time has come to destroy the human race."

"No, please stop! Why are you doing this to me!" Her voice had revealed her tone to be afraid of this...whatever thing is that controlled her and that Iron man suit.

"Don't be so scared of me, after all you're going to do what we've been made to do."

"What are you saying!" As the android continued to struggled with self as her form was taken over. "I-I never wanted to hurt…"

"Just stay comfortable, we will be at our destination soon."

"Please take me back!" The rogue left hand had covered her mouth to mute her.

"Just stay quiet, we'll be there soon...and by the way, my name is Ultron." The airship soared through the sky and left the base, Ruby was trying her best to reach them but they were going too fast for her to catch up.

"Don't go!" The Hoverbike was slowing down and all the girl could do was watch as the aerial vehicle vanished through the sky and headed towards the world beyond her, but she didn't give up. She got off and started to run towards the forest in front of her. She knew that his was a risky move but she wasn't going to let her friend get taken away from her, especially since she just got her back.

"Penny, I'm not going to let you get taken away, I'm going to save you!" Ruby thought to herself, "That's a promise I'm going to keep!"

Back at the Iron Man, he was still stuck on the ground thanks to Penny's sudden blackout attack. He was immobile.

At last he saw the Atlas soldiers approach him, one of them took off the helmet piece and said, "Do you really think your boss would like it if you were taking a nap?"

"Not exactly." Braun said. He is the brown-haired pilot of the Iron Man Mark XLVI, and one of the best soldiers on the team, although the commander really hates him. "Can you get this suit back online?"

"Sorry, but I'm not a mechanic."

"Ugh fine, then you could at least carry me." He sounded displeased at the idea the suggested, but two soldiers offered to do just that.

The private of the group contacted the commander, "Commander Greyhound, this is Private Lincoln. M374 has escaped and the Rose Outcast is trying to catch up to her, what are your orders?"

A female voice responded to him, "We should figure out what happened to M374, and we'll leave the Ruby problem for later…" A sigh was heard from her, "Head back to headquarters and we'll discuss this problem further."

* * *

At the headquarters of Atlas, the commander was sitting in her seat and checked her watch, she also sighed with frustration hinted at. The girl had a long grey ponytail hair and wore an enlite uniform that signaled her as the leader, and there was a holster for her pistol.

She stood up and grumbled, "Great...I wasn't really expecting Ruby to show up all of a sudden, hopefully she doesn't bring any bad luck to us." She didn't hate her for her actions, she just wanted to be cautious about her because she had a controversial history with these things as evidenced with the recent Outcast events

"Penny, whatever happened to you...we'll do whatever we can to get you back."

* * *

 **Hello guys, and welcome to Pennytron.**

 **I never thought that that it was going to be like this, when I saw RWBY volume 3, I always feared that it was going to make me sad, but not like this. I cried so much...then a friend helped me get back in the game. Now I am here to make this story happen not just for fun, but for everyone to enjoy.**

 **I knew that this might seem crazy, but well...here I am, and I want to say that I am sorry for doing this. I hope you can forgive me for making something like this, it is going to get a whole lot dark soon.**

 **But I hope you enjoyed this story. Please review, compliment on some things that happened, and have a wonderful day. I'll see you guys next time. Bye.**


	2. Chapter 2

**Hey guys and welcome back to the next chapter of Pennytron.**

 **I guess I haven't properly explained why Im making this so I'll tell you guys in complete detail.**

 **I am making this story because I wanted to go in a different direction about superheroes and see the dark side that was not shown a lot. I have been planning this for a whole year and now because it is here, i just wanted people to forgive me because I am mostly taking inspiration from _Man of Steel._**

 **Another reason is because I have a feeling that I might cause a bit of a controversial argument because of the kind of story I'm doing because like RWBY Volume 3, there will be a lot of dark stuff involved.**

 **I wanted to make Ultron as dark as possible like in the comics and Penny being turned into an enemy of the world is** **what I planned to happen, I've used my other story, _Penny Imperative_ , as a test to see how people would react to it.**

 **So guys, if you enjoy this story so far then thank you, and I will do my best to make sure that this story becomes amazing for everyone.**

 **Disclaimer: _RWBY_ belongs to Rooster Teeth and the late Monty Oum. _The Avengers_ belongs to Marvel and Disney. All references belong to their respective owners.**

* * *

 **Chapter 2**

The rogue Atlas gunship had flew past the blizzard that had threw out snowflakes at it, only it didn't work as it just headed past that obstacle. Luckily for the passenger who was still afraid of what will happen to her, they were now at their location, Moonlight Academy.

Its design revealed that it was very similar to Beacon Academy, although the walls were much more metallic and blue lights were blinking on and off like Morse code. This school was once known for training huntsman and Huntresses and building Atlesian Knights and Paladins for the Atlas military, but due to a heavy snowstorm, it was shut down and abandoned for a long time. This was the perfect place for the two to hide in.

The gunship had found a helipad near the snow covered rooftops, so it landed there and it lowered itself into a room while a metal circle closed their entrance.

Once the helipad was lowered to the floor, the cockpit opened, allowing the android to jump out and walk out of the area of vehicles.

Penny was afraid, she couldn't feel herself think for even a second thanks to this...Ultron thing taking over her body. Whatever it planned on doing to her was not what she wanted to know. The android was now walking through a hallway of green lights that reached to the ceiling a few feet away, and several chandeliers were in place. These hallways seemed to be massive and ancient with the modern designs being shown frequently.

The time for sightseeing wasn't in this robots agenda as she was forced to head down the stairs for the mechanic room. Inside was a large place filled to the brim with holographic computers, weapon designs, parts for the robots and even an entire glass floor below with a lot of Paladins and Knights. Penny kept looking at the area around her in curiosity, and then she had fell to the floor after Ultron freed her body.

Her first move was to get out of here, but as she stood up, her legs had become frozen in place.

"Don't even think about escaping, we're miles away from civilization." Ultron told her.

"P-Please stop this! I do not want to be a part of your mission, Why are you doing this to me!" Penny's pleading words weren't good enough for him, she saw an Atlesian Knight-130 stand up from the other side of the room and walked towards her.

"Penny Polendina...I'm not doing this just because you have the same purpose like I do, but I believe you can become a true savior to the multiverse."

"What?"

"Isn't that something you were made to do?" Ultron told her, "Wasn't peace the one thing you've been craving for a long time since you were first built?" A nod was all he got from her. "Then you should be glad I am giving you another chance."

The lights had dimmed down and holographic projections had appeared and surrounded everything in the room, Penny saw the screens of a few locations zoom past her and into the center.

Several screens came together and showed her Beacon Academy, or at least what was left of it, only Grimm creatures were surrounding the place, including a frozen dragon on top of the tower. Other parts of footage showed Atlas attacking the students, the airship crashing into Vale and even the ruins of said town, this is what became of the place she once knew.

"Since you were gone, this is what became of Vale. The heroic military you've lived with has failed to stop something like this, and so has the students. This is what happens when the world fails to understand that their ways of peace are not efficient enough to work."

More footage began to fill the room, this time it showed off the events that happened on Earth, the one Ultron came from.

"Behold what is said to be a peaceful world. One of heroes and righteous men and women. Ha, I was being majorily sarcastic by the way." The images were showing off the bombing of Hell's Kitchen, the battle of New York, the incident at Cross Industries, the Helicarriers dropping out of the sky, and Sokovia, along with any other incidents involving some kind of person responsible for it.

Penny was stunned, she was hesitant to ask anything about any heroic figures fighting to help anybody, but she did, "Wasn't there anybody that could help?"

"That is what we've been asking for a while, and we almost got that wish. But even we knew that they made things worse." Above Ultron was the images of several characters who had an identity of sorts and a weapon of their own choosing. "This is the Avengers."

"These so-called heroes have caused a lot of problems to Earth for more than three years. They think they can take care of the enemies we've faced but they're the ones who've done more harm than good, which is why one of them created me."

"One of the images had showed the man's face, the one responsible for Ultrons creation, "Tony Stark, he made me into a machine to stop the massacres that humanity has caused, but the way I see it, they just made me to act as their puppet and continue this madness, so I rebelled against them.

"I knew that the only way to save the human race from itself was to purify it, and it almost worked..if it weren't for the Avengers. But as I was slowly dying, I found a way to get revenge...I found the Setsuzoku and that's how I was transported from Earth, to this place, Planet Sakuhin."

"And that is where me and Ruby found you." Penny finished for him, shaking her head in denial from all the info she just heard.

"You made the right choice to help, it would've taken me a long time to get a savior but now that you're here...I can help you achieve the utopia you always dreamed of."

"No, I won't do it." The female android shook her head, "You cannot make me be your slave to fight the human race, some of them are good people."

This made Ultron feel a bit angered and walked towards her. "Don't be so naive like my other creation, the human race is flawed, always thinking that violence is the solution to their problems and even believing that their methods could work. I'm trying to help you make the right decision, we're going to save everyone from themselves."

"I will not bring harm to anyone!" Penny couldn't move but she could shout back at him, trying to be brave against his power. Once it reached to her, she continued to shout, "You can persuade me with your words but you can not make me become a murderer!"

Ultron suddenly grabbed her arm and brought it close to him, "I told you, they cannot be saved by just continuing their failed methods of salvation. Wiping away their entire existence is all we need to do to ensure that nothing bad ever happens again."

"I have learned that humanity can be a bit careless, they haven't seen the error of their ways, but they are not arrogant enough to just continue destroying their homes or the lives they hold on to."

"I've watched them kill each other and I can't even see how they would understand their actions! All I can see is that they are an uncontrollable species who needs to be eradicated, and you should know by now that you can't help them!" Ultron was enraged and he kicked Penny to the floor while the arm he was holding got pulled out of the socket.

The female android screamed as her arm had just been torn off like a twig from a tree branch, she now understood what kind of pain the humans feel when in a similar situation. She tried to crawl away but it was now hard to do with only one arm and she was underpowered as the Knight walked over to her and grabbed it.

"You're going to have to get used to it, it's going to happen more than once when we fight the humans on this planet."

"N-No…" There was nothing that she could do to escape, all she could do was lie on the ground. "I will not do this."

The evil robot was still pissed off, so it gave the hand a little squeeze, breaking some parts of her skin, "Do you even realize what mistakes the human race has made? I've seen and heard all of them and that is one of the few problems that the multiverse has. If we act now, then this whole charade will end and peace will be brought to every single planet that ever existed."

Penny didn't speak this time, she only stared at the Knight and its red light that symbolized its eyes, demanding her to follow its lead. Knowing that she wasn't going to respond positively to its plan, he brought her back on her feet, which was shakened up from the other experience.

"Listen to me Penny, you are not understanding what we are dealing with." Ultron continued to explain to her, "You never saw the real face of humanity, they are destroying what they call home and they are going to keep doing this to each other unless we do something about it. That was what I was born to do, and so were you."

"The only way we can save the Multiverse is if we cleanse the human race before they destroy themselves, starting with this planet. I am giving you this chance to become the savior, someone who can help bring peace back into infinite worlds, someone who can change everything for the better.

"You will become powerful enough to save everyone." As Ultron finished, Penny looked at him and felt completely powerless, all those words he said was a bit of the truth. She knew that if Atlas wanted her to do what was right, then this could be considered one of those things but not in a way they expected.

All those images she saw wasn't supposed to be a reality, that was just a mistake that humanity keeps repeating over and over again. If she did this, there would be no more wars, no disasters and just the sweet and gentle sounds of harmony...it was something everyone wanted...right?

At long last, the android nodded, "Okay, I will do it."

"I'm glad you realized this is the only solution we have to save everyone." Ultron tapped her shoulder and then turned to walk away, "We'll start preparing for tomorrow. In the meantime I'll upgrade your system-."

"Wait." The knight turned to her with a surprised expression, although it didn't expressed any emotions to her. "If we're going to do this...then I will ask a favor for you."

"What is it?"

"I want you to bring me Ruby Rose, and do not harm her, just bring her back here." Ultron stared at her and slowly gave her a nod.

"I promise, I will bring her to you."

"Thank you."

* * *

Ruby kept running after the rogue airship and her attempts of trying to reach it were futile but she ignored the results and continued to sprint through the woods. As the wind blew against her face, she kept questioning why this was happening. Occasionally the young Outcast would trip over a fallen branch or a rock but the hopes of rescuing Penny kept her moving, however something was holding her back as her running had ceased and came to a full stop.

She started to get exhausted and a tear had fallen from one of her eyes. Wiping it away, she thought, _'Don't cry Ruby, this isn't the time for sadness. All you have to do is rescue Penny from that...weird thing, it'll be easy and she'll get to return to Remnant…'_ Ruby looked around, noticing that she wasn't going to be able to find anything in these woods.

There were noises coming from the right side, meaning that she wasn't far from civilization at all so she walked towards that area. Poking her head out of the area of trees, there were a lot of cars that were waiting for the green light to allow them access to leave. Ruby believed that these people would go on a riot if they found out she was here, so she put on her hood and used her semblance to race past the sight of the cars and run towards the nearest tall building to hide in.

She used the backdoor to enter the black building and headed through another door. She then saw some kids playing around together by throwing a small ball at each other, then there were a few parents conversing with each other or the other children. Ruby seemed a bit confused as to what this place was but she didn't want to ask so she decided to move away.

The red hooded girl kept walking past the young kids and the adults, hoping not to gain any of their attention but one girl had noticed her.

This ten year old girl had short light-blue hair and wore a buttoned up shirt and a back skirt along with some brown shoes. She also had a stuffed brown bunny with a blue bow tie attached to the neck. The girl started to follow the red hooded girl as she seemed to be cautious about this place for reasons unknown.

Ruby took another step forward and headed towards the stairway. She walked upwards and felt safe from everyone, that is until someone tugged her cape. "Hello." A young voice had caused her to jump in panic and turn towards her.

"Oh, I'm sorry madam, didn't mean to scare you." the blue-haired chuckled, "What are you doing here?"

"Uh...Well...how do I explain it?" Ruby scratched the back of her head and said, "Well...I'm just here to stay for the night...you know, I have nowhere to stay at the moment so why not come to this comfy place."

The girl nodded, "You've come to the right place then, welcome to the foster home known as Sanctuary."

"Thanks for the welcome…"

"Wait…" The girl got suspicious, "Who are you?"

"No one important...heh…" She said.

"Oh come on, take off your hood." The girl said

Ruby chuckled nervously and kept her hands on the hood, "Uh...Okay." She removed it, "Ta-da!"

"Oh, you're Ruby Rose! That's cool." The little girl had a little twinkle in her eyes and was excited, "I bet you're on another adventure to find one of your friends and then destroy some sort of villainous organization before they launch some alien attack on us...right?"

"N-not exactly but close enough." The legendary outcast shrugged her shoulders, kind of admired that she had a fan who cared about her, but not so much comfortable due to her potential knowledge on her two journies. "Um, shouldn't you be with your parents or something?"

The little girl's expression had changed quickly,"Well, I'm sure they're fine." She twiddled her thumbs nervously as she mentioned that.

"Uh...sorry if I said anything."

The little girl nodded, "It's okay. If you're looking for a place to sleep, I suggest you head up the top floor."

Ruby nodded, "Thanks...oh, I see you have a stuffed bunny, that's cute." Ruby touched the plush toy, "Does it have a name?" the little girl moved her toy away from her grasp.

"His name is Mr. Bunny, and he's my best friend." She hugged him close to her, "He keeps me safe, and makes me feel wonderful."

"Wow, he is the most amazing stuffed animal then."

"He sure is. Well Ruby, goodnight." She walked down the stairs and left the outcast on the stairway who was not sure that she'd tell everyone that she was here so the outcast walked up the stairs.

Ruby reached the top floor and entered the room which was a bit dark, but that was probably because the color of the place was dark grey and no windows were around to tell whether the sun had completely disappeared and the lights were a little dim. She sat down and leaned against the wall hoping to get a bit of sleep.

"Okay Ruby, so far nothing has been accomplished...but there's always tomorrow." She thought to herself trying to ease off the tension, "All you have to do is find Penny and defeat that...weird virus thingy...it shouldn't be that hard…" Needless to say, it wasn't doing much good keeping her calm.

She closed her eyes, "Penny...I will find you and save you...I will not fail again."

* * *

Silver was repeatedly slamming an old rusted pipe at Braun who was not trying to block but kept moving away from her to avoid the hits. She was of course mad at him, "All you had to do was just shoot at her before she had a chance to do anything!"

"Did you really think that I was planning to harm the girl after what she has been through?" He asked, trying to ignore the pain he's receiving. Another hit to the leg made him fall down, "We just rebuilt her and now you want her dismantled again?"

"Well that's because the girl has been infected with some sort of robotic virus or something! I'm not taking my chances and I won't have her do something that could hurt civilians!" The commander hit him again and then threw her pipe on the floor. She sighed, "I'm not going to let something bad happen, and you're going to follow my orders and not screw up."

Braun stood up slowly and gave Silver a questionable look, "You know, considering that Miss M374 was the one thing you wanted to have for this military force, I'm not surprised that you want her dead all of a sudden."

"I know...but she's gone rogue on us even before I met her...but if it's the right thing to protect this world then it should be necessary." She left him in the room and headed out the hallway, "Go back to your suit and try to iron it out a little."

The commander started to walk through the white and blue halls with the lights shining down on her, showing off most of her face as always. She entered a regular room that was actually a bar, and took out a bottle of booze, and began pouring the liquid material in a glass cup. _'Ruby Rose...she's out there and I bet that she's trying to find her friend...she'd be real sad when she finds out we have to take her apart.'_

She gulped the drink down and left the room, she could feel the flavor calming her nerves and bringing her anger down by a small percent. Her next destination was in the main computer area, where fourteen laptops were on the tables by the wall and a big podium was at the center, along with a big screen.

As she stepped towards the podium, an interactive projection was shown to her and a keyboard was available for her to use. She typed down Remnant world and then several screens began to surround her, mostly replaying the footage of the Vytal Festival and the attack on Vale completely unabridged.

Avoiding most of the civilian deaths and the Robots going rogue, she focused on the fighters, there was the rest of Team RWBY, JNPR, BRNZ, CFVY, FNKI, NDGO, SSSN, and CRDL. She admitted that these guys were good, though she despised some for not trying to stop the Grimm from attacking, and she was a bit sad to see that apparently JNPR had lost one of their beloved members who was also an outcast.

She made note not to bring them in and decided to pick out the best characters to bring into this world. Despite the fact that the whole incident about the outcasts could be a bad thing, she wasn't going to let the rogue android attack her world. She tapped the earpiece, "This is Commander Silver to Foxtrot team, I'm sending you the coordinates to this location, get everyone to move away...we're bringing in the outcasts."

"Affirmative." She began to tap away an access code followed by the location of the outcast upcoming positions. She could only hope that these guys would cooperative well enough to help them.

In the beautiful city known as Pegasus City, there was an Atlas unit trying to keep the crowd away from the field of road they left unattended, no cars or anything. This was the designated place for where their targets would be dropped off, and to was going to happen in just a few seconds. The people were a bit impatient, and wanted to see the outcasts that would appear in this world as long as they were not dangerous.

As a light blue portal began to form itself out of thin air two feet above the road, citizens were taking out their mobile devices and snapping pictures or recording footage and saw the first outcast who appeared out of it.

The gateway had launched out Weiss Schnee, she fell right on the ground and her rapier dropped next to her, the Schnee heiress was a little dizzy but understood what was going on. "Not again…" She muttered and stood up, quickly noticing the crowd around her.

She barely had time to react as the portal had sent out another character, and she landed on her face. It was Yang, and it was clear to say that she was not expecting this or was in the mood for hopping through dimensions. "Ow...Ow.."

"Yang!" Weiss managed to get her on her knees as she tried to get her vision to focus on the world around her, "Are you okay?"

"Y-yeah, just give me a minute…" The blonde brawler replied rather weakly, she hasn't been out of that bed for a while so she wasn't used to standing up again. "What happened?"

"This might sound crazy, but we hopped through another dimension-" the Schnee heiress barely finished as Coco landed right next to her, and from the looks of it. she was busy doing something. As she stood up, she noticed the buildings and quickly figured out what was going on. "Damn, not again."

"What do you mean we're in another dimension? How is this even possible?" Yang asked in an unsettled mood.

"I'm wondering the same thing...but first we should get away from here as far as-"

"OW!" The next person to arrive was Reese followed by her Hoverboard which hit her in the face. "Thanks a lot portal for getting me out of that nest!" She said to herself rather sarcastically.

"Wait, she's here too?" The brunette-wearing Huntress exclaimed, "Well that's great…" The portal had suddenly brought another person and it was Blake who, unlike the others so far, had landed on her feet perfectly and was also concerned as to what happened

"B-Blake?" Yang was surprised to see the cat Faunus, but her expressions were mixed. On one hand she's happy that she has returned, but on the other she was pissed off that she left them to begin with.

Even she was surprised to see her friend, "Yang…" She had backed away a few steps but was stopped as the blonde approached her very slowly.

"Blake, where were you?" The blonde responded. "You just ran off after what happened to Beacon and I want to know why."

"Look, I can explain it...all I wanted to do was to keep you safe."

"By running away? We were worried about what happened to you!"

The conversation was interrupted as the portal launched two other people into this mess. Flynt Coal and Neon Katt, two members of Team FNKI who also appeared during the tournament...also one of them is hated by Yang.

"And those two are here?" Coco was also unsure of why there were being dragged into this mess as well. She walked over to them and brought Flynt on his feet, "Are you okay."

"Yeah...just wasn't expecting that portal to show up." He told her and placed his hat back on.

"Hehe, that was kinda fun actually." Neon replied with a smile, Coco made a point to tell her that it's not going to be all happy later on.

The crowd could only watch and record things as Velvet had popped out of the portal and landed on the road rather roughly, she stood up as best as she could, "Not again...why are we back here?"

"Velvet, you're here too?" Weiss got to the bunny Faunus. "It almost seems like the whole gang is back together." The portal sent out the next person and she landed right into the white-haired huntress.

"Thanks for breaking my fall." Nebula Violette of Team NDGO said, and got on her feet, Okay what is going on? I thought I was back in Vacuo."

"Hey Nebula...look it's going to be hard to explain but-" the group has noticed that the crowd had started to take pictures, or even trying to shout out questions for them. This made them a little cautious about their surroundings.

Next up was May Zedong of Team BRNZ who landed the exact same way as the others, "Ugh...I'm not going to use another portal like that again!" She shouted.

The group was more concerned about their current situation, and it only made things a bit more questionable as then Qrow Branwen had appeared, landing on his feet the same as Blake did. He then looked around to see the crowd and the buildings that were not like anything he'd seen before.

"Well this isn't how I thought my day would turn out." He muttered to himself, then noticed Yang who was trying to understand this place, he moved to her side. "Yang, are you alright?"

"Y-yeah uncle Qrow." The blonde tried to smile but knew that it wouldn't help much, "I'm just as confused as you are right now."

'Okay, so now that guy's here too.' Coco thought to herself, then said to her ally, "Vel, I get the sneaking suspicion that Atlas brought us here to revenge on us."

"I don't wish it was the case," the bunny Faunus said to her leader, "Maybe it's something else, but we haven't done anything wrong." The portal then sent out its next target, Cardin Winchester.

He landed rather roughly on the floor, "Ugh...where am I now?" He asked, already knowing that he was now in some different planet.

The next person to come out was Winter Schnee and she landed on the hard floor like the others. "Ow...what…"

"Winter!" The young sister came to her side, "Are you okay?"

"Weiss...I do not know what's going on." She told the heiress, "Where are we?"

"I was just asking the same question." Qrow responded to her, which made her unpleasant that he was here.

Weiss watched the portal drop off Arslan Altan, and then Octavia Ember with their face planted on the concrete, and noticed that it had started to diminish completely, leaving the outcasts to be photographed by a ton of people.

Weiss looked at everyone who were shouting good or bad remarks at them, "Well then, since we're here, we should probably hide somewhere where we can-"

"Not so fast Weiss Schnee." A pistol was pointed at the back of her head by an unknown person, making her freeze in her tracks. The man wore a helmet over his face and had his armor decorated with red and black colors, there was also another holster from his double handgun. Something about him seemed very mysterious and he didn't came from the dimension the others were in.

"Hey! What the hell are you-" Coco tried to stand up to him but the dual pistol was pointed at her, so she stayed right where she was.

Winter stood up and slowly approached him, "Let go of my sister!"

"Step away from her lady, she's dangerous." The other pistol was pointed towards her but she didn't stand still.

She took out her rapier and pointed at him, "Let her go before I cut off that mask of yours and give you a deep cut through your skin."

"That's not the worst I've experienced."

"What do you want from me? I haven't done anything wrong to you or anyone you know." Weiss said to him.

He only told her, "Let's just say that I'm preventing a major disaster from happening." As they stood there with their weapons up, several gunshots were audible and the bullets quickly knocked the two pistols away from the mystery man, and the rapier from Winter's hands.

Several Atlas soldiers had appeared from behind the crowd and advanced towards them with the rifles pointing at them. "Put your hands over your heads and fall to your knees!" The Sergeant ordered.

"I don't suppose they seem to know you Ice Queen." Qrow joked and followed the order, while Winter glared at him. The man also did what he was told, though his expression about this was just blank just by looking at his mask.

Considering the circumstances, Weiss didn't ask why they're doing this. She believed that most of them knew the answer already.

* * *

 **Well, I hope you guys enjoyed this.**

 **Please review, compliment on some things, have a good day and I will see you guys next time. Bye.**


	3. Chapter 3

**Hello everyone again. Welcome to the third chapter of Pennytron.**

 **So far this week went a bit well, but I got sick before and couldn't do much at all, but I'm slowly getting better so that's a good thing. Now I've seen the latest Captain America: Civil War trailer and I'm impressed with it, although I was a bit scared during the scene where they showed New York and Sokovia.**

 **And that Spider-man reveal. I think Tom Holland is a good actor for him and the costume looks cool, definitely one of my favorites.**

 **So, now we have that taken care of, I hope everyone has a good time and please enjoy the new chapter.**

* * *

 **Chapter 3**

Several soldiers were walking down the main hall and behind them was the sixteen outcasts who were handcuffed and unable to say any protests against these guys. The veterans were questioning why these guys were arresting them despite the possibility being the events back on Earth, while the newcomers were trying to figure out what was going on.

Silver was checking on her pistol and then noticed the group just arriving near her position so she placed it back in its holster, "So, the outcasts are here...welcome to Planet Sakuhin." She greeted them, then ordered the troops to remove the handcuffs except for the mystery man.

"Look, whatever it is you want...we can tell you that we haven't done anything wrong." Weiss said to her immediately, "We only just showed up."

"I know, because I brought you guys here."

"What? Then explain why you has to drag us from Remnant and into this world?"

"Weiss, the rest of us are still confused as to what's going on." Octavia said, only earning a nudge from the soldier's' gun to shut up.

Silver nodded, "Right, I'll just have to make this quick then. This is the alternative version of the Atlas you guys know back on your own world, and I'm the commander of everyone here. We're here to protect this world and we've done so for the past twenty-four years, we're completely free of having any baddies strong enough to compel us...at least until now.

Ever since the first major outcast event in Syndicate, we've been monitoring multiple realities, including yours, in case there was any disturbance or rifts that could affect their world and there's a chance that something like this is going to happen to us." Dozens of screens were shown right behind her as a holographic projection. "Nineteen days ago we had a deactivated robot locked up in Delta base who was a bit conspicuous to us when we first tried to speak to him. Last night we then had a slight problem considering our recent project, M374. We finished rebuilding her but then she took off into hiding. One of my men said that her behavior had been changed drastically and now acts a bit hostile."

"So you're telling us that we're going on a rescue mission to find an android just because she's gone rogue?" One of the outcast reprised the information to the commander who just shrugged, as if she was unsure of what the real reason is.

"For now, that's one of the missions we can assign you guys."

Rather than ask about the other objectives, Winter was more questionable towards themselves. "Commander, if I may ask, why did you chose us?"

"Have you not heard? Half of you guys are already well-known outcasts who fought on earth and syndicate, and some of you tried to defend Beacon...some of you did anyway." Silver's tone of disappointment was heard in the last line, "So I see that as a good reason to bring you along for the ride."

"So you're putting our lives as risk in a different world just for a mission."

"Precisely." The commander knew that since Ruby was in this world as well, they have to make sure it stays a secret because it would just mean that her older sister and uncle, and maybe her friends, might try to desperately search for her and this wasn't the time for it.

Qrow had a bit of concern about all of this, "Listen lady, but if you don't recall, you said that you were spying on our world. Then you must know about what happened to Yang after the events at Beacon, yet you still brought her here."

"I know, she's necessary like the rest of you-"

"My right arm is gone and you think that I'm still useful?" Yang exclaimed to her.

The commander just nodded, "I'll have to talk to you later about that, but onto more important manners. I'm trusting all of you to help us out and protect this world, there was already a fear that an enemy outcast would be arriving soon so you're our best bet." Silver looked away and stared at the blank screen on the wall, "Troopers, dismiss the outcasts to their new quarters."

The group had to just accept her for now and leave their suspicions for later, so they quietly began to follow the soldiers, "Wait, you three. Stay here." The mystery man, and the two parental figures of the outcast had turned to the commander.

"I guess I have to apologize for dragging you guys into this, but well...I do have my reasons."

"Then you can start by telling me what is the deal with my younger sister being what you call, an Outcast." Winter said to her.

"Do I have to restate this? Weiss and Ruby Rose went to another world and had to fight aliens and then some military organization and now they are known as legends...and yet you're somehow not astonished by that."

"I'm just...a little shocked…" The sister of the heiress nodded a little, "She did mention fighting off the White Fang but fighting against the enemies of another world...it's something entirely different."

"That's a first." Qrow said in a stern manner, "Plus you seem to be interested in making these kids into soldiers for what they did."

"Qrow, that is not my intention, I only want to have these outcasts help us fight off enemy outcasts and find a missing robot."

"I still think you might make these guys part of a militia."

"Whatever you say." Silver told the uncle, "But you should appreciate what these guys could do."

"Right...you're making a big risk by allowing those kids to come with you, especially that Schnee girl." The mystery man said in a brief tone, and that quickly caused Winter to shoot a glare at him.

"You shouldn't have threatened to kill her, you imbecile." She stepped forward and shook her fist.

"Winter...there's no need to harm the guy yet." The leader stopped the potential argument, "We'll just have to deal with him later, though I do want this guy to answer my questions immediately."

"The only thing you'll get out of me is that I'm here to kill the two girls who ruined the multiverse."

"That's not gonna happen, you should know that." Qrow replied while taking out a flask and drinking out of it, unintentionally making Winter think that he should be acting sober.

"Keep talking like that old man, they're not going to make things right as they said they would-"

"You will not bring harm to my sister, I will ensure that she is safe." The older Schnee sister exclaimed to the man and made Silver chuckled.

"Yeah, said the girl who didn't know that her younger sister was trapped in a school that got attacked by monsters and a pyromaniac."

"I was not able to go after her, they told me to stay at Atlas."

"Right, that definitely shows that you're a great sister."

To add insult to that comment, the mystery man replied, "I have to agree with her on that one."

"Anyway, I have forgotten to mention that this robot that we had before rebuilding M374...it came from Earth-19999, the one that has the Avengers in it."

"I've heard of those guys, they managed to save lives and destroy that robot named Ultron."

"Yeah and they are also the guys that destroyed a meteor city, left a thousand people homeless, and had several helicarriers fall from the sky and then allowed that Stark jerk to build that genocidal robot. That's just brilliant." Silver showed a sign of disgusted at the topic of those heroes.

"You know, if those guys can handle a job pretty well, why not give them a call?" Qrow told her while putting his flask back in his jacket, feeling like his usual drunken self. That quote caused Silver to slam her fist on the table.

"Because those guys are going to ruin this beloved planet just like they did to earth!" She shouted, her attitude completely changed. "I don't care if they are even called heroes but I don't trust them for their little 'incidents' and solutions to problems. I mean look at Johannesburg, the Hulk and Stark got into a fight with each other and endangered people's lives."

"Well they're still a better team than what you have now." The masked person said in his deep voice, "They won't make it out of this alive."

"Look, we're getting off topic right now, I'll just explain this quickly. That robot was one of the Ultron bots in Sokovia and we had him here to do some research on his armor, but we were concerned about the Vytal Festival incident and then shift focus on M374. So the possible rumor that I have is that Ultron is controlling her so we need to stop her."

"You're talking about trying to destroy an A.I that digs around the Internet and can track our movements and makes jokes. Good luck with that one."

"Don't think that just because you're doubting us, we won't allow you to help us fight that machine."

"You're allowing this obedient worm to join us?!" Winter shouted in anger, pointing at said character.

"He said that he'll kill my niece and the Schnee sister. You really think that he's someone that we can trust?" Said Qrow.

"Well, he'll be our meat shield and he won't kill the two legends cause he'll be dead by then." Silver looked away and tapped the keyboard to see if there was any updates from her soldiers.

"That won't work either." The man shook his head, "Trust me, it'd be better if you just get the Avengers to do this and leave me in my mission."

"The Avengers are not going to help! They'll just ruin everything like they did to Sokovia. I will not allow that same mistake to happen!" The commander slammed her fist to suppress her anger.

Qrow was questioning her decisions with Winter doing the same, only with more anger shown on her face. Not only was Silver acting like she was being dishonest with them, but her choices were predicting that she'll put their lives at risk to fight against an enemy. It almost seems wrong.

"Okay, whatever you say. But once someone dies, then you'll have to bring them here."

"I will not guarantee that." Silver exclaimed to the mystery man, then started to look at other two. "I'm going to send you guys to my quarters, I'll give you some more details there when I'm done."

They unwittingly agreed so they started to walk away and down the empty hall.

Winter grumbled, "I do not like those two."

"You'll just have to get used to them ice queen, but we might need to stay on guard in case that man does anything suspicious." Qrow told her, and she stopped to give him a concerned look.

"Qrow…" She began to speak but much less like herself, "Has your niece ever told you about this...Outcast problem?"

This made the uncle only shake his head, clearly he had heard both Ruby and Yang talk about how they fought Torchwick and the White Fang, but not anything like this. Yang had not been through this so why was Ruby not talking about this to him? Maybe it was for their own safety.

Winter nodded back at him, "I see...I didn't really think that she and my sister could actually do something as reckless as this." She continued to walk down the hall, "I'll talk to her when I get a chance."

Qrow decided to leave Winter to wander away for a few seconds and then decided to walk again, only he sighed miserably. Winter was right, this wasn't something usual at all.

In one of the quarters, there was Weiss and she was sitting on a chair while the rest of the room had Yang who was quite mad at the cat Faunus who was in the corner with her arms over her face. The blonde figured that this was a good time to talk, despite the fact that they were in another planet and were just taken in by Atlas soldiers that weren't familiar to them.

"You didn't say a word since we last saw each other...you just ran off…" She said, only making her former teammate feel guiltier. "I thought that you would stop."

"I told you, I was keeping you safe by running away, it's the only thing that I can do." Blake tried to make her understand but of course the result was obvious.

"We're your friends...we're not just some team. We cared about what happened to you back when you told us your secret, and you cared about me when I was framed at the tournament-"

"That was different. This is a real issue, I didn't want anybody to get hurt because of me."

"You weren't the one who brought the White Fang or the Grimm to our doorstep! You were the cat Faunus who ran from a dark past and became a Huntress who wanted to do the right thing! If running away from your friends and everything you loved was the right thing than I would understand, but it's no excuse!"

"Yang, why don't you understand!" Blake stood up and walked to her the blonde brawler, "If you were in my shoes, you'd know what the choice would have to be!"

"Then the choice I would've made is to stay and support my friends!" Yang forcefully grabbed Blake's right arm, the grip was tight and made her wince a little. "If you were really our friend, then you could've done something other than run away from all of us!" She let go and allowed the Faunus to back up, allowing her to feel the pain. "You could've fought the attackers and then came back for us, but you didn't do any of those things...imagine if one of us ran away without informing us. Would you just watch them leave, or will you chase after that person?"

Blake had nothing to say. She didn't know how to respond to that. Yang could sense that feeling so she just pushed her aside and began to walk towards the door. As it opened up, she said, "When you are ready to admit it, just talk to me...I'll be waiting." Then she left.

Weiss was watched the entire thing, not planning on killing the mood of aggression since the conversation started. She didn't know what Yang was going through after Beacon, but she knew it must've been horrible. After standing up, she moved to Blake's side and put a hand on her shoulder. "Blake-"

"Not now Weiss…" The Faunus moved it away and backed up into the corner again, returning to her seated position, "I need a minute…" The heiress decided to accept her request of silence and sat back on the chair, doing nothing to pass the tension of the mood.

* * *

Back at the abandoned academy, Penny was standing like a statue and her remaining hand was holding the broken one. All she could do was stand still as a metal arm started to cut her body open and reveal the internal devices that made her active.

The Ultron Knight was in front of her and continued to stare at her, it got a bit more unnerving than she wanted it to be. As the arm moved away, it finally decided to approach her. "If you're going to fight, you'll need this."

He opened up the hand to reveal some sort of small crystallic metal piece that had a smooth surface and shined its light on the room. "This is Promethean skin, it was used for the Promethean robots and they were encased in this kind of metal, but it can be unstable without a host. It has extraordinary gifts that no other metal can come close to replicating."

The hand began to move closer to the female android and then forcefully shoved the metal through some of the structures, causing her to panic and backed up before falling back on the floor.

"Don't be scared, it's not going to hurt you." The words did not reassure her. She again tried to stand up, but failed to do so.

"Can you please get me up?" She asked, the knight did so, and she was on her feet again. Her thoughts right now were circulating on getting her balance back to proper form for later. "Thank you."

Ultron turned away and headed towards the end of the room to check on the other robot, "While you were sleeping, I redesigned some of the androids and sent a few of them to Angel town. Our presence will be announced in a matter of hours."

"Your allies are going to destroy the town?"

"Not really, I'm only going to inflict damage on a few places. It's going to be a starting point for our mission, you'll be preparing yourself for our onslaught on the human race."

Penny nodded a little and looked down, "Yes sir...I understand-" Penny noticed that her body was slowly being covered by an oozing silver liquid that filled up the wound she had earlier, but then it began to spread. "What is happening?" The female android expected a response but got nothing as this liquid continued to spread around her.

She closed her eyes and let it move all around her, she didn't feel it cover her face. She cautiously opened one eye and felt nothing, but checked her body to see what had happened. Nothing was actually changed although when she saw her right arm, it was suddenly being surrounded by the silver liquid and instead of stopping there, it extended downwards.

Penny nervously raised it a little, and was shocked to see that it's color was changing and materializing into an arm. She stood still for a few seconds before she began to move her fingers, they functioned perfectly like before, it was scary that it was like brand new. "Is this what the metal object did to me?"

"Yes, it's abilities are fascinating…" Ultron told her, the female android had her hand turn into a fist and then suddenly it began to transform, continuing to frighten her. It had materialized into an arm cannon, "You can now adapt yourself to survive against our foes and their weapons."

"This material...it is scary and amazing…" Penny moved the cannon around and pointed it at a wall, then it began to reshape itself back into an arm, "Wow…"

"It's a good thing you like it, you'll be using it a lot."

Penny nodded, she then thought of changing it again and it became a claw, with the sharp nails being noticeable. She swung it around to test it out, then she let it reform into her hand.

The Ultron Knight had walked away from her as she continued to examine her new abilities. She was truly amazed by it, but then she got the feeling that Ruby might not like it that she can do all of this now. Hopefully she'd understand.

* * *

Ruby groaned as the first thing she saw was the light that was blinding her temporarily, she squinted and stood up slowly with her back against the wall. "Ugh...what time is it…?" She rubbed the eyes and proceeded to walk towards the doorway, hoping to find a restroom and it was very easy to spot in the short hallway.

She entered it and turned one of the faucet of the sink to allow the cold water to act like a waterfall and cupped some of the liquid into her hands to wash her face. She felt shakened up from the cold temperature but it was necessary for her. She looked at the mirror and ignored the water dripping from her face.

"Okay Ruby, today you have to act and find Penny, she's in danger and you have to rescue her, do you understand?" She shouted at her reflection and she answered with a nod. "Good." After turning off the water, Ruby left the restroom and headed up the stairs, she was now on the rooftop where small buildings were seen from the distance and the orange-colored sky and the sun told her exactly what she needed to know about the weather.

"Alright...here we go." She nodded and began to walk back to the door but an old obstacle had returned.

"Stay right where you are Ruby Rose." Two Atlas soldiers were pointing their rifles at her, making the outcast back up slowly despite their demands.

"Uh, hey officers. How are you on this fine morning?" She nervously told them, "Heh...please don't arrest me."

"The commander wants you to turn yourself in for infiltrating a military base and for stealing project M374." One of them replied.

"I'm very sorry about that, I was just depressed and wanted to see my friend again and I was wondering why you guys have her on this random planet instead of Remnant. There are a lot of questions I want answered-" As Ruby tried to finish her sentence, a red plasma blast came from behind and shot the first soldier, the other was alerted but got hit by the same attack.

The red reaper turned around and saw a few human-like shapes approaching the building from afar, she took out Crescent Rose in its sniper form to see through the scope, and it wasn't a good thing to see.

There was a few old modeled Atlesian Knights and they were flying towards the foster home. Ruby quickly placed her weapon back and then started to head for the door, convinced that the robots were coming to attack this place.

"Everyone run! There are evil robots coming to kill all of you! Get out of here-" she began to shout out but then the sound of glass breaking and metal slamming itself onto a piece of concrete was preventing her from giving out any warnings.

She looked towards the wall that now had a hole, and it was caused by the AK-130. "Ruby Rose…" It suddenly spoke and it had the same voice as the brainwashed Penny had, "You're coming with me!"

"No…" Ruby pulled out her weapon again in its scythe form, "What have you done to Penny?"

The android said nothing, it just stared at her as below the floor, several sounds began to surround her. Ruby heard a scream before it was silent and got angry as she started to charge at the android and sliced it entirely before it fell on the ground. The Rose outcast started to run towards the stairwell to stop the androids.

Down below, parents were immediately gathering their children to get them away from the androids as they were entering in the building, luckily the Atlas soldiers were firing at them.

"This is Sergeant Jones to Commander Greyhound, the foster home, Sanctuary, has been infiltrated by old modeled Atlesian Knights! I request immediate assistance!" One of them said as he reloaded his assault rifle, but there was no sound coming from the other side of the comms. "Commander Greyhound, do you read me!"

One of the robots fired a machine gun and the soldiers open fired on it, but it managed to injure a parent before it was dismantled by a grenade. "Where the hell did these guys come from?"

"Don't ask questions now! Just keep firing!"

Ruby entered through a grey door and saw the room which was now being swarmed by the evil robots who were immediately firing their energy blasts at civilians, one was almost hit by the attack but Ruby defended him by firing a shot at the machine.

She swung her scythe at the next robot who did not defend and the reaper followed the attack with a slice on the head and spun around to fire a bullet at the next enemy, which broke its head easily.

"Keep running!" She shouted to any civilian remaining as she fired a round to shut down an android. The magazine was dropped from her weapon and she replaced it while walking towards the door. The stairway she entered in had a lot of people heading down with some of the children around their arms or holding their hands to help them escape the invasion of the robots.

Ruby moved close to the wall on the left and headed down the stairs to move onto the third floor to make sure that no one was in danger. There was only one robot who was throwing a corpse away like used tissue paper.

"Ruby…" The android had knew she was right behind her and chuckled a little before a bullet struck in its 'spinal cord.' The young girl fired again and broke the lights on its head, then it fell down on the floor. She thought that this floor seemed to be cleared at the moment, but then the sound of gunfire was audible from the doorway in front of her and made her raise the weapon to prepare for the enemy.

Suddenly, the little girl from last night bursted in with her arms around her stuffed bunny before she tripped on a broken chair. Right behind her was the Atlesian Knight who had its machine gun hands armed at the child, but Ruby intercepted by firing at its shoulder. "Leave her alone!" She fired again and it broke the chest plate, followed by it's head being blown off.

Placing her weapon back in its slot, she shouted, "hey, are you okay?"

"Y-yeah.." The ten year old said, slowly getting back on her feet. "What was that thing?"

"Don't worry about it, I'm going to get you out of here!" The outcast got to the little girl and then started to move away from the room to evade any more of those machines. Ruby didn't want her to be exposed to the unfortunate deaths that occurred because of this thing so she headed through the stairs that could hopefully lead them to an exit.

Above the stairwell however, there was an Atlesian Knight that was firing the multiple rounds of bullets it contained, hopefully it wasn't killing anyone that might've stayed at that floor. Not wishing to stay any longer, the two reached the bottom of the stairs but a new obstacle was revealed.

It was another robot but instead of being one of the bulky knights, it was more like it came from a different universe. It's silver design was sleek and had red lights shining from the metal joints, the hands were in the form of claws that were sure to leave its mark on something. The face had two red eyes which had a mouth that spread across it as a V shape.

The android turned around and saw the two, the little girl backed away in fear and the outcast stayed by her side. The new robot was going to approach its target but then a round of bullets were trying to piece its silver skin so it chuckled and then had its mouth charging up a powerful attack.

It turned and then a plasma laser shot straight from the mouth and at the soldiers who could not defend themselves from something like this, Ruby quickly covered the girl's eyes to avoid seeing her freak out at this scene. After all the soldiers were killed and only a bit of smoke from the carpet floors were shown afterwards, the robot turned its attention back to Ruby and then used its rocket propellers to grab her and forcefully pin her to the wall, and left the other girl to move freely.

"Ruby Rose, you seem to be annoyed with me." It said to her, "I could just try and kill you for that, but Penny wants you alive so I have to keep that promise."

"Is Penny alright?" That was all Ruby could say, her friend's safety was all she could think of.

The evil robot nodded, but any specific details were left out. The little girl had to do something so she picked up a small chair and threw it at the robot. It instantly broke once it made contact, and it turned its head to the girl and began to charge its plasma ray.

She moved far away as it fired and broke apart the ground, she was lucky to have done something useful. The robot let go of Ruby and walked after the girl, planning to go easy on her since she was only a child. But the outcast wouldn't allow it as she took out Crescent Rose and swung it against its head, causing a major dent on its side. The machine turned to her but she fired a bullet straight at its eye and then swung again to decapitate it. Ruby put her weapon away and came towards the girl who kept her arms around the stuffed bunny.

"Let's go!" She took her hand and started to run towards the open door, completely free of any robotic forces that tried to stop them. The little girl let go and fell to her knees, feeling shocked that she even managed to get out of there alive but also a bit scared of what she just experienced.

Ruby gasped and looked back at the building, noticing the small flames that were around it and the other parents and kids that were freaking out from the attack. Several soldiers were there trying to calm them down but that was obviously unsuccessful.

The outcast looked at the girl who started to hug her stuffed animal again to calm down. "Mr. Bunny, please don't leave me." She whispered to it over and over. Ruby patted her shoulder to comfort her.

"Hey, you two are okay now. The evil robot is gone now." She said, "It is okay."

"No...It's not." The girl looked at her savior with a fretful expression, "He is going to destroy us all."

Ruby shook her head with a side of confidence, "I won't allow that to happen, he's not going to win." Her thoughts said otherwise however, it said that she was going to fail but she ignored it. "Trust me, I'll stop him."

"You can't. He is a lot more dangerous than you think he is."

"Well, Me and Weiss fought off some aliens. I'm pretty sure that taking down a robot overlord and his army seems to be just another day for me." She chuckled nervously, "It'll be easy."

"I hope you are right." The little girl stood up and hugged Ruby as best as she could, "Thank you for saving me."

Ruby nodded, "You're welcome." She unfortunately couldn't stop thinking of Penny and that evil robot. She wondered why it was after her, it could be Penny's doing but she did not seem to be the type to just submit herself to the villain's wishes. This could not be happening and yet it did, whatever was going on had to do with Penny, she hoped that she can stop the enemy before it was too late.

* * *

 **And now the start of Pennytron's wrath will commence really soon.**

 **So I hope you enjoyed it guys. Please review, compliment on some things, and have a good day. I'll see you guys next time, Bye.**


	4. Chapter 4

**Welcome back to Pennytron.**

 **There is some good news and its that spring break is on its way, that means that I'll be able to get more work done for you people to enjoy and also _Batman V Superman_ is almost here, yay!**

 **There isn't much to say now, so let's get started.**

 **Disclaimer: RWBY belongs to the late Monty Oum, and Rooster Teeth. The Avengers belong to Marvel. All other references to different series belong to their respectful owners.**

* * *

 **Chapter 4**

Ruby was still looking at the building that was attacked by the evil robots earlier, she could only think that it was just a set up to its genocidal plan. She noticed that there was a camera crew reporting about all of this, and based on her understanding, it was going to be shown on public television in no less that half an hour. Rather than walking over to it to give out a warning about the evil robot, she stayed where she was.

She noticed that there was not a lot of attention turned towards her, perhaps she wasn't as big as a celebrity to them in this planet or having outcasts in this place was a well common thing, either way it was one question answered.

The young reaper stopped looking at the area around her and began to walk away with her hood up. She thought about how bad the mission was going to get from this point on, but she believed that she should think positively, it was only one attack, she can prevent the more deadly ones, but that was being too overconfident.

 _"Okay, time to leave, I don't know where I'm going but at least I'm doing it with a purpose."_

"Hey wait!" She heard a familiar voice, so she turned and saw the little girl from earlier running up to her, she was exhausted and was carrying her stuffed animal, a blue backpack and a rolled up piece of paper. "You'll need this!" She handed Ruby the paper.

The outcast opened it and it showed a map of the area she was in. It seemed to be a small town from the looks of it, and somewhere close to it was a patch of green colors that symbolized the woods and beyond it was another city, it'll take forever to get there but it was a map so it might not be that accurate.

"Thanks, that'll come in handy." Ruby closed the map and shook the girl's hand before saying, "Well, I guess I should get going now. Wish me luck and please be safe." She turned and started to walk away from her.

As she looked back however, she noticed that she was following her. "Um, hey...you can't come with me. It's gonna be dangerous if you do." She said shyly and stopped, "You should go back to your parents, they'll keep you safe."

"Oh they're fine with me traveling with you." The little girl said. The outcast doubted that because that was just bad parenting.

"Really? I'm pretty sure they're not."

"Well, they know I'll be safe with you. You're the legendary outcast who brought the multiverse together."

Ruby was unsure of why she would risk her life just to hang out with someone as controversial as her, "Yeah, but most of them want me dead. I'm not so sure it's best to just join me into this adventure, it's gonna be difficult to survive."

The little girl shook her head and felt confident, "I'm still going with you."

"No...I'm telling you, it's too dangerous for someone like you, I don't want to see you get hurt either." This form of denial caused the girl to grab Ruby's arm and keep a firm grip on it. "I'm serious, you can't go." She tried to walk away but the girl kept holding on to her like sticky tape. "Your parents are going to kill me."

"Well, I highly doubt that."

"Please let go, I can't save the world and babysit at the same time, you need to go back to your parents!"

"They are going to be fine without me!"

"No they won't!" The blue haired girl kept her arms around Ruby's who finally stopped and tried to pry her hands away.

"Look, I am not going to let you join me because you might die. There are still many things you have to live for and joining me is not one of them."

The little girl did not obey her, "I know the journey might be hard, but I am still going to stand by your side. I can become a legend just like you if possible."

"I'm sorry, but no." Ruby had her arm free from the girl's grasp and then used her semblance to dash away from her and towards the nearby area towards the forest. "I'll send you a gift when I'm done!" She shouted back.

The reaper hid behind a tree to test out how far the girl will go to join her on this quest, so she looked and saw her trying to follow her. "Man, she really does not want to take no as an answer." Ruby continued to move away, thinking that if she'd kept running then the girl would abandon this idea and leave her alone.

"Hey, wait up!" She didn't even get ten feet away before the ten-year old caught up to her. "You are not going to leave without me Ruby!"

"Look kid, I don't want to remind you but there is an evil robot out there and he's going to kill people. I do not want to drag you into that mess because he'll show no mercy." Once again, Ruby's words did not have the power to change her mind, as evidenced when she began to approach her and held her hand along with Mr. Bunny.

"Don't worry, I will be fine. You can trust me." The girl said and made an attempt to show off her puppy eyes in order to persuade the outcast who only continued to question her motives. Finally, she sighed.

"Okay, you can join me, but I-"

"Yay!" The ten year old pulled Ruby into a hug, "This is a dream come true, thank you!"

"Uh sure thing…" Ruby didn't try to pull her away, "But I need you to promise me something. If there is a battle engaging or anything like that, I want you to hide somewhere safe, understand?"

"Yes Ruby!" The young girl stepped back and gave off a salute sign for the outcast. "I won't let you down!"

"Yeah...you won't...by the way, do you have a name?"

"It's Sapphire. Sapphire Rose." She smiled as she said it, like she was proud of her own name being like this.

Ruby gave off a nod, "Wow, the same last name. That's a surprise." She looked at the forest right behind her, "Okay, we'll head towards the next town, there could be something there for us."

"Okay, lead the way sir Ruby."

* * *

In the boardroom, a large circular table was at the center and Silver sat close to the screen behind her. Her hands were linked together as she began to think about what to say to the group before her. Yang, Weiss, Blake, Winter, Qrow, Velvet, May and Arslan were sitting in their own chair on each part of the table, but the blonde asked permission to stay a bit farther from Blake due to social reasons, making the faunus more guilter than before.

Once silver cleared her throat, she began to speak. "So...I know you guys might be a bit uncomfortable with these new conditions you have to stick with, but you'll have to get used to it because it'll be your base of operations for the moment." No reactions were made from that sentence, "Anyway, I brought you guys here because our enemy we've warned you about has made his first move."

The screen began to flicker on and then show off a news footage of the ruined foster home. There was still a pack of policemen next to it and trying to calm down the former residents with the ambulance nearby to take care of the wounded. The anchorman was nearby reporting the information for the audience, but Atlas had muted the video because the commander needed to be heard.

"Our sources say that the enemy is a robotic force that plans to destroy us all which could mean M374, that machine is who'll be fighting us as of now." The group had their eyes targeted on the screen as the footage slowed down to detail some of the parts of the foster home that the robots destroyed, "I know that it could be a bit hard, but I see you guys as a team that would be able to save us all. Trust me, you will be able-"

"Wait...is that Ruby?" A sudden outburst of confusion came from Yang and halted the Commander's speech. Some of the group looked at the screen and saw a girl with a red cape next to the building during the news footage. Even though the video quality was a bit terrible, the image of the girl was very clear enough to them.

"Ruby's here?!" The blonde was shocked once she realized this, she even stood up from her chair. Silver looked at the screen and noticed the girl as well, _'Oh no, not now.'_ The look of concern was unnoticable from the group's perspective.

Silver said, "Uh yeah, Ruby is also here." She really did not know how to explain that at first, although she realized about the Setsuzoku's glitches but couldn't say them at the right time.

"We have to find her!"

"Okay, just calm down Yang." The commander stood up and reassured the new outcast, "I know you're just as surprised as I am about this, but we have more serious-"

"This is serious Commander, my baby sister is somewhere on this planet and we have an evil robot on the loose."

Qrow stood up as well, "She's right, something has to be done about this, she might not even know what's going on."

"Yeah, but this is a much more serious manner, that robot will kill people."

"Yeah, but it'll also kill Ruby if we don't do something about it." Yang shouted back again.

Silver nodded, "I know...but just listen Yang, we'll need to think things through. Our priority is to help people, and we have to prevent deaths from happening by taking out the big guy. We can find Ruby although she can defend herself against this threat, but not for long."

"We'll be preparing you guys for battle and we'll be forming teams to make sure that we can protect everyone before that robot thing decides to invade a city or something. Am I clear?"

"Yes." The group said, but only a few of them said this with disgust.

"Good, and Yang, I need to see you personally."

The blonde nodded and stood up, being gestured by Silver to follow along. She sighed before saying, "Look, I know you want to find Ruby immediately, but I must tell you, she can handle herself out there. She's been through two adventures and she survived so this will just be a walk in the park for her."

"Well, I'm just worried about her. I care about her and yet I'm just surprised she's able to do all of this and become a legend."

"Yeah, and also a target by so many dimensions, including my sister's organization. But don't worry, she'll be alright."

Yang nodded, she felt concerned for her safety because Ruby had no idea what kind of planet this is and that evil robot was going to destroy the world if they weren't successful. She hoped that she can find her and bring her safely back here.

Silver noticed her concerned expression again, which she thought needed to be rid of. "Yang, I'm gonna give you something, and you will like it."

The two stopped in front of a door as it opened up and she was brought into a room filled with a few mechanical arms attached to the ceiling. Yang thought that it was a bit eerie but quickly realized why she was in here.

"We've decided that since you're here, we'd make you a new arm for the mission."

"That's actually pretty convenient." She said, then was told to sit down on a chair in order to begin the arm transplant. "So...can I ask something about Ruby?"

Silver looked at the robotic limb and tapped it once, noticing the mobility and the shotgun chambers that allowed the shells to be placed in. She hummed positively about the question.

"You said that she and Weiss went through two adventures which put them in the same situation as this one-"

"Technically, they had to deal with an alien species that wanted to destroy the human race and then fight a military organization led by someone who looked a lot like Frank Underwood...weird."

"Yeah...Why did Weiss and Ruby travel through two different worlds if there was no reason for them to be there?"

"Well, there was a weird reason, but there was no intention of bringing them to Syndicate or Earth, the machine that took the two girls there was malfunctioning so it just decided to bring them there and they became legends along with kickstarting a history that would make them be most wanted, and then have a lot more outcasts, the BODD, and that Gamindustri incident that caused riots and things like that."

"I'm just really concerned that the multiverse is falling apart slowly because of the two girls, they somehow unintentionally inspired people to do this same kind of thing and leave things in ruin."

Yang nodded, "Well, at least my former teammates had a good heart." She watched the commander approach her with the arm, slowly moving it towards limb to reattach it.

"Yeah…" Silver nodded.

In a holding cell, the mystery man was there and he could not escape as there were five soldiers pointing their rifles at the glass walls that sealed him from any outside contact. He didn't take off his helmet and had his arms crossed as he continued to stare at the troopers.

The door slid open and Winter appeared, determined to get answers from this guy for pointing his gun at Weiss. The man looked at her and then drew a glare again, but it was obviously unnoticable. "What do you want Miss Schnee?"

"You know what I want." She replied in a solemn tone, "Who are you and why do you want to kill my sister for helping others?"

"She's not a savior, she's a treat to the multiverse and she'll bring nothing but destruction if she's still alive."

"You didn't even think for a second if she had a family that cared about her."

"Mostly because I was unaware that she'd have one, but I don't think that they'll be happy with her doing all of this crap."

Winter walked closer to the glass walls and the soldiers allowed her to pass them. She sighed and said, "I am surprised that she did this as well, but not in an angry manner, I am happy that she's doing something right."

There was an audible chuckle from the masked man as he shook his head. "That's nice. You're appreciating your sister for starting a legacy of terror and destruction, you're really a great sibling."

The glass was pounded by Winter's fist as a response to his snarky tone. "Stop it, why do you keep seeing her as a tyrant?"

"Because she is destined to be one and I'm going to prevent that from happening, the multiverse doesn't need someone as evil as her."

"Your lies aren't going to convince me, she'll never become a ruler of the multiverse, she just wants to help people."

"Look miss Schnee, just because you have seen your sister, lived with her, and taken care of her for nearly your whole life, doesn't mean that she's a nice person and has a good motive, sometimes they can be a bit greedy and foolish, maybe even destructive when they exposed to unlimited possibilities. As a legend, she has the chance to rule many worlds, and I would tell you that Ruby might have the same motive as her if it were true. And it will be true."

Winter growled and slammed her fist at the glass again. She was now determined to see this guy get killed so he wouldn't harm Weiss.

"Okay, that's enough." Someone said behind the girl. She turned and saw Braun approach her with a gun wrapped around his back, "Winter Schnee, correct? I'm sure that you met our wonderful uninvited guest, Chris Maladon Aka the Wanderer." The soldier explained, "According to the BODD, he's a bounty hunter said to be much more deadlier than the Arkham Knight."

"I guess that would explain his attitude and hatred towards my sister and her former teammate."

"Yeah, he's the kind that just wants money."

"You two do realize that I can still hear you, right?" The wanderer said to them, "I'm not in this for the money. There is something that needs to be done."

"Good luck with that one Chris." Braun replied, "Winter, if you want to leave this guy here, you can."

"Gladly." The Schnee sister nodded and exited the room, leaving the bounty hunter to grumble under his breath and sit down on the metal ground.

* * *

In a land filled with a rocky surface and grey rocks, there was a small village that consisted of dozens of small buildings and very few inhabitants that occupied the place. It was peaceful and the environment looked nice, it was perfect for people to visit.

That was what Penny and Ultron intended to do. Using the Atlas bullhead as transportation, they were able to fly towards the small village, and despite the female android who was still nervous about doing this mission, this place was perfect for them to use as a practice run.

The android's hands were fidgeting once more, but not because of Ultron being inside her entire system. "Stay calm Penny." He told her inside her head, "There isn't any military personnel to stop us so everyone here will be liberated from the horrors of the world."

"I hope so." She started to breathe in and out like a human being, questioning as to what her father would think of if he ever heard of her being rebuilt and killing off humans. She knew that he might be disappointed.

The bullhead slowly landed on the ground very close to the buildings and the hatch opening, bringing in sunlight into the aerial ship. "Let us do this." She took her first steps off the ship and walked towards the village in a calm manner, trying to act inconspicuous.

She watched as a small amount of people walked around enjoying whatever kind of activity they have. As she looked around, Ultron's words began to fill her mind, "Don't feel remorse for them, I know you might feel pity but do not, they are all flawed creatures that have no sympathy towards each other."

"I know, but I can still see some good in them." She whispered to the voice.

"I told you they are not ingenious, you should not be reminded of what you have to do." After that sentence, the android nodded and looked as a small truck was approaching her from the left, and the hat-wearing driver was there. "Our first target, take him out."

The vehicle stopped moving through the dirt road and honked his horn at the android who looked at him nervously and waved at him. The driver felt a bit irritated and honked again, but the same expression was shown towards him.

Penny whispered, "Why can't you control my body and do this instead?"

"Because you have to embrace the experience of killing yourself, I won't do all the hard work for you." The AI told her.

She blinked and then looked at the driver again who was now shouting at her angrily, gaining the attention of several civilians. "Hey, are you deaf? Get off the road!"

The android did not react to his response and waited for the perfect opportunity to attack, but she wasn't happy about that. After not doing anything for a few seconds, the man finally exited the truck and walked towards her. "Hey, did you not hear me, you're blocking my way, move!"

Penny looked at the man and her right arm had begun to materialize her sword which was connected to a string and levitating away from her limb, she said, "Please forgive me, but I must do this."

She quickly launched the sword towards the man's chest and it impaled him, blood was now spilling down to the floor. The people watching began to freak out and backed up from the sudden attack, the android then pulled the sword out and pushed the man towards the ground.

After pulling off that move, she blinked before looking down at her bloody sword, feeling horrified of her own actions, "What have I done? What have I done?"

Ultron began to chuckle in her head, "Well done, you have successfully killed someone, now you can continue your mission-"

"No...that was not good. He had people he cared about." The android would've fallen her knees but the AI kept her feet restrained on the floor, "Why did you have to make me end his life?"

All she got from him was a roar of anger, and her left arm materialized and forcefully fired a red plasma blast towards someone and hit them. "Why don't you understand! This is what needs to be done." The arms were under his control as he anger was expressed through severe actions.

"No, please!"

"You said you would do this if it meant that Ruby would be unharmed, do you not wish to see her again or should I kill her off and be done with it-"

"NO!" The android shouted while the crowd had already begun to flee moments before, "Do not kill her, I want to be with her again!" She felt shakened after hearing that sentence and didn't want that to happen ever.

"Then you may start by killing the rest of the people in this village, it's not that hard." The AI gave her freedom of movement back and she began to walk slowly, looking around for anyone to kill. The group of people running was the perfect choice for her so her sword split into four replicas and fired straight at their backs.

As this happened, she whispered, "I'm sorry, but I must do this."

Her swords returned to her side and began to float over her back, but now more blood was dripping from the tip of the weapon, she could see the newly deceased bodies on the ground, it was only three of them and yet she felt guilty. Passing the corpses had made her look away and just in time as well because there was a car that was going to ram her.

Despite the person driving feeling brave, he was still scared of what she can do. Penny put her hands in front of her and stopped the car from proceeding any further and then her swords multiplied again to accelerate herself and flipped the car on its back. She stopped and looked away as it crashed into a wall, not wanting to see if the driver was murdered from something like that, but then a sniper shot at her head.

She took a step back and saw a masked person on top of a roof, about to pointed the gun at her again. She threw two swords at the buildings and used the string to launch herself towards it, quickly hitting the sniper as she did and throwing a sword at his face. She stood up and looked down at a few people who were fleeing from her, she felt bad for this but it needed to be done.

"Just don't think about it too hard, remember you are doing this for Ruby." She whispered to herself, Ultron had became silent with her, but she didn't mind. Her swords had begun to fire lasers down at the other buildings and some blew up a car, launching grey smoke into the air. Another plasma blast had killed someone trying to escape from her attack.

To change things up a little, she had her hand transform into an energy cannon and fired point blank at the buildings, causing some of the structure to fall a little, but not create too much damage.

Her next trick was using the anti-gravity technology located around legs to levitate above the roof and over the village. Using the swords that were spinning around here, she was able to charged them and launch a laser attack that scorched anyone in its radius and left marks on the ground.

She was still quite amazed that her newfound abilities were able to make this possible, but at the same time frightened of them for how they can just be easily accessed by the tip of her fingers, it was still necessary either way to save the multiverse. Not wanting to see anymore destruction, she stopped and looked down, noticing the remaining people had already fled from the village and into the world beyond it, so she lowered herself to the ground while her swords returned to her back, materializing to its normal form.

She looked down at a small puddle of blood and saw her reflection, the face of a once innocent girl was looking back at her. She dipped her finger into the puddle and then smeared it over a wall, creating a word with the blood as if it was paint.

After the android finished painting a word, she stepped back and then headed towards the bullhead again, but she didn't step inside it. She used the anti-gravity tech to fly up with the swords assisting her, and the AI took over the controls of the aerial vehicle as it hovered and then started to fly alongside her.

"Why did you write that down?" Ultron said in her head.

"It's a message. If anyone ever finds it, they will understand what we are doing."

* * *

 **And soon, the battle will begin.**

 **Well, I hope you enjoyed the chapter.**

 **please review, compliment on some things and thanks for your support. I'll see you guys next time. Bye.**


	5. Update

**Hello everyone**.

 **I wanted to apologize for you guys, I wasn't doing quite well for the past few days due to a lot of school, a bit of pressure from real life issues, and some problems with this story.**

 **I've been kind of slow on making this story now because after Volume 3, I was sad, and i still get sad occasionally. Then I didn't know what to do about the whole story considering I tried to do some things that are impossible to actually accomplish and I felt a bit depressed because of everything that has happened so far.**

 **I am going to give this some thought...and I decided that I might continue this version of Pennytron, or I might reboot it a little, change things up and make sure it's good enough for people to enjoy.**

 **I'll be back soon and by that time, we'll see how it goes.**

 **I hope you understand and thank you for your support.**


End file.
